Arrested Development Alternate Version
by Whadup5
Summary: What if Billy's ray not only affected Ben and Rook physically, but mentally as well? Read and find out.


**I love any kind of story that involves the main character(s) turning into kids. But with this particular one I thought 'How would this have turned out if the ray not only turned them into kids, but made them think that they were kids?' Then this was born. So** **I own nothing. R** **ead, review, and enjoy!**

* * *

"But that all changes, right now!"

Without any time to react Ben and Rook were blasted by Billy's ray. The two where engulfed by the yellow light before everything went dark.

A sort while later Ben opened his eyes to see the sun glaring down on him.

"Uh man. What happened?" He said mostly to himself as he tried to block out the suns rays

Finally he sat up and rubbed his head. Looking around, he was confused as to why these weren't the surroundings he remembered.

"Bellwood? How did I get here? And what happened to Animo?"

As he turned his head from side to side his eyes caught the sight of a young Revonnahgander appearing unconscious. Worried for the worst Ben gently shook his partner.

"Hey kid, you okay?"

Rook sat up, also rubbing his head.

"I am entirely not sure", he took one look around and followed with "Where am I?"

"Uh...Bellwood?" Ben said standing up and dusting himself off

"Bell-Wood?" Rook questioned, his head tilting to the side

"Yeah dude, Bellwood. The place you are currently at"

"Strange, I have no memory of ever coming to such a place"

"You and me both, I was miles away in an RV" Ben explained as he helped Rook up

Billy, who had been watching the entire time, became very confused. He had expected, and more of wanted, Ben to start freaking out about his current situation. And sseing their current behavior made him look over his ray gun once more before tapping the side of it.

"Hm, so it effects both physically and mentally. Must be a bug, but overall I can say it works"

Ben, finally noticing Billy's presence, immediately recognized the face

"Hey I know you, you're Billy Big-head from school"

"It's Billy Bil-" He started before realizing fully what was said "Wait, Big-head? Is that what all the kids called me behind my back"

"No..." Ben trailed off, obviously lying

"But you just said-" Rook was cut off by Ben covering his mouth and smiling nerviously

Billy glared at them

"I'm going to enjoy this"

With a press of a button on his pocket watch, two more dimension 12 robots came around the corner

"Oh no. RUN!" Ben shouted as he pushed Rook one way before taking off himself into the other direction.

Rook, caught a little off guard by the shove, soon began running. With the two robots splitting up, hot on pursuit.

Ben was admittedly caught off a first, but soon his signature smile appeared on his face.

"So these guys like to race? Well then XLR8 can-What the?" Ben said, finally noticing his new Omnitrix that had adjusted to his wrist.

"A new Omnitrix? This would be sweet, if I wasn't running away from a giant robot!"

The robot was in close range now, getting ready to fire

"Well, let's hope it works like the last one."

Ben was suddenly flung in the air by the robot's blast. All the while he blindly selected an alien

"Going hero!"

The only thing the robot was able to see through the smoke was a green flash. Following the flash was a small, bug like alien

"It's hero time!" Ben said before spitting out a green plasma ball and riding away on it. The robot was quick to follow and attempt to strike him.

Ben laughed "Hah! You're too slow to catch um...this guy!"

As they passed some of the buildings the other robot that had been pursing Rook looked over and changed his priorities to Ben.

Billy, partly control the robots from his watch, watched as his robots chased Ben from the screen

"So he can still use his aliens huh? Oh well. Hey Masuma, who's more famous? The superhero, or the guy who destroys him?"

Rook, who was hiding behind a destroyed bot, narrowed his eyes at the device.

"So he is controlling them?" he said to himself

Quickly looking around he spotted his Proto-tool on the ground. Though his memory told him how he never used a weapon Rook picked the tool up, aimed it, and hoped for the best.

The best didn't come as Masuma was able to spot the attack before it had a chance to hit it's target. Stepping in front of Billy she grabbed it and with a few movements she sent Rook flying into the air before having him slammed into the ground.

Rook was pretty surprised at easily he was able to shake that off. But he couldn't worry about it right now. He got up, showing no evidence of the pain he just endured, and smiled at the two.

Seeing this as a taunt Masuma charged at Rook, swinging herself to a kick Rook easily dodged. She attempted another kick at his feet. Rook once again dodged, this time with a backflip. He landed on the arm of one of the fallen robots only to have Masuma follow his dodges up the arm and onto the robot's body.

Back with Ben, who was now riding a massive plasma ball, the robots were currently perusing him on the bridge. Right where Ben wanted them. When the ball was to his desired size he did a sharp turn around and headed straight for the robots.

"I hope this works!" Ben shouted, kicking the ball toward the robots.

The ball made a direct hit on both the robots. Erupting in a giant green explosion and sending both the robots into the water

"STRIKE!"

Things were not going as well on Rook's end. He yelped as he slid to the ledge of the fallen robot

"I advise you to surrender" Masuma said, walking toward him "I have injured all of your extremities"

Rook was out of ideas, until his bi'nthak once again tickled his ear. It annoyed him to death but it also gave him an idea

"Almost all" was all the warning Masuma got before Rook's bi'nthak slammed down on the outer metal of the robot. A board of metal flung up at Masuma, to which she easily grabbed it. But that left her open to Rook's next attack. He ran up the metal board and slapped the side of her face with his bi'nthak. Rook landed and smiled at his work which had been breaking off the shin on the right side of her face, leaving an exposed electronic eye.

Masuma glared coldly at Rook for what he had done. Rook only had time to gasp before he was knocked into the air and out of consciousness.

Ben was heading back to the area when he looked up to see the unconscious Rook starting to descend. Grinding to a halt Ben backed up just in time to have Rook land on the plasma ball.

"You okay?" Ben asked after landing on Rook's knee

Rook rubbed his head before looking confused at the bug creature "Yes, but who are you?"

"I'm the guy from earlier. The one who told you to run"

Rook only seemed to get more confused. Ben sighed and face palmed

"Look I'll explain later right now I have to fight Billy-" Ben turned to see that they were now the only two at the scene

"And their gone. Great" he said disappointed

A beeping noise filled the air and in a flash of green Ben transformed back into a human. Completely startled Rook scooted back, unintentionally causing the plasma ball to tip over. The two boys screamed as the ball rolled off before going splat.

* * *

As Ben and Rook currently made their way down to find a bus to get home, Rook continued to talk about the current situation. Much to Ben's annoyance.

"And I am still not familiar to this Bell-Wood. A bell made out of wood would not produce a desirable sound", Ben groaned, "Would it not?"

Ben, who was at the point of tearing his hair out, finally said "It's just called Bellwood, no real wood bell is involved. Why are we even having this conversation?! More importantly, why are you following me?"

"Because there seems to be a gap in our memories. I was on my home planet and you claim to have been a great distance away in a 'RV'. And yet suddenly, and unexplained, the both of us were in the center of this Bell-wood. There must have been some event we were involved in that do not remember"

"In English please"

Rook raised an eyebrow "That was English"

Ben rolled his eyes "Haven't you ever heard sarcasm before?"

Taking a note of Rook's clueless expression he continued "It means 'you mind explaining it in simpler terms'?"

"Oh! In simpler terms, something happened to us that we do not remember"

"Well that explained that weird suit" Ben commented on Rook's clothing

Taking a notice to Ben's wardrobe he replied "And your fashion of oversized clothing"

That made Ben chuckle "You're a cool kid. I'm Ben by the way. Ben Tennyson"

"Back home I am refered to as Young One. But seeing as this is not home you may call me Rook" Rook replied

With the introductions out of the way the two walked and talked for a little more. This time having conversations that didn't completely annoy Ben. Most of which being the new device that Ben kept trying to reactivate

"What is that device?"

"It's called the Omnitrix, It lets my turn into all sorts of alien heroes"

"Like that one you were earlier?", Ben nodded proudly, "Fascinating" Rook commented

"Anyway if you're right about this 'gap in our memories' thing then we better find someone who last saw us. And since your folks are on another planet we'll just have to find my Grandpa"

"And how will we do that?" Rook asked

"We just got to get to Plumbers Headquarters"

After finding a bus stop, waiting for the next bus, and explaining what a bus was to Rook, the two finally got on and took their seats. The second they sat down a girl behind them gave them a quick look and shrieked.

"OMG! You two look just like Ben Ten and his partner" The girl wasted no time in pulling out her phone and taking a picture of the two "I am so posting this!"

Ben and Rook rubbed their blinded eyes from the flash. Once recovered they looked at the girl, already at her seat, then to each other.

"How did she know who you were?"

"Why did she call you my partner?"

* * *

"Here we are"

Ben and Rook stood in front of Max's plumbing shop. And while Ben was casual about it Rook was only more confused.

"Max's Plumbing Supplies" Rook read before turning to Ben "How is this going to assist us in our situation"

"Just follow me and you'll find out" Ben said as he waved Rook inside

Rook curiously followed Ben as he lead him to the bathroom.

"This just got installed a couple months ago, and it will take us where we need to go"

Ben positioned himself and Rook in the correct spot and pulled the lever. Rook was in awe as they descended into the Plumbers headquarters. And as funny as Rook's face was Ben, sadly, he had to snap him out of it.

"Common, we have to find my Grandpa"

Rook's eyes went from one place to next, soaking in his new amazing surroundings. He was so lost in marveling that he failed to notice all the plumbers starring at the two children who had wondered in

"There he is!" Rook, due to lack of focus, bumped into Ben before looking where he was pointing.

Following the finger he saw an elder man talking to two other, younger, plumbers.

"Is that your Grandfather?" Rook asked, receiving a nod in return

Ben started to head over to Max when the two were suddenly picked up and forced to meet the face of an angry male plumber.

"Who are you two and how did you get in here?" the man demanded

"Hey put us down!" Ben ordered

Seeing how Ben's tone would probably get them in more trouble, Rook followed with.

"My apologies for entering without permission. But we came to seek help from his grandfather"

The man's glare didn't let up. Not until he saw the watch on Ben's wrist. To which his eyes then widened

"Where did you get that watch?"

Ben looked at the watched and shrugged "I don't know. I woke up and it was on my wrist"

The man's glare returned and he proceeded to drag Rook and Ben over to Max, blocking out Ben's constant complaints.

"Magister"

Max turned around. His eyebrow raising when he spotted Ben and Rook.

"This boy somehow acquired Tennyson's Omnitrix" the plumber explained, holding Ben up

Max took one good look at Ben and gasped.

"Ben?"

Ben smiled "Grandpa, tell this guy to let go of us"

Max looked to the man and nodded. The man begrudgingly let the two go and walked away. Ben couldn't help but stick his tongue out at the guy before Max put his hand on his shoulder.

With a stern face Max asked "Now Ben what happened?"

"I was hoping you could tell me. The last thing I remembered was Animo trying to escape and suddenly I'm in the center of Bellwood with him" Ben explained, pointing to Rook who waved sheepishly at Max.

Max thought it over a bit

"We need to go to Blukic and Driba"

* * *

"So it seems whatever happened to them had effected them both physically and mentally" Driba explained

"I know that. What I wanna know is how to get them back to normal" Max replied

"We are still working on that part" Blukic followed

"So what are you guys talking about?" Ben finally asked

Max looked over to Ben and Rook who have surprisingly been standing there quietly until Ben spoke.

"We're trying to figure out a way to get you two back to normal" Max informed

"Back to normal?"

"Yes Ben", Max's voice then became more gentle "This may be hard to believe but you're actually sixteen years old"

Ben's eyes widened "What? No way!"

Max nodded "But something happened and now you're like this"

Ben didn't hear that last part as he was still trying to take in the first part.

"I'm actually sixteen?" Ben repeated "AWESOME!"

"That may be awesome Ben, but we still need you back at your normal age. Now was anyone else there at where you woke up?"

Ben thought for a moment "Um...I don't think so"

"What about Billy Big-head?" Rook added

"Oh right. My classmate Billy Billions was there with some kind of Bionic babysitter" Ben explained

Max nodded "Did this Billy Billions carry anything that could have caused this?"

Ben had to think for a moment.

"He had some sort of ray gun on him. I remember him saying something about it being bugged but still working fine"

"Well if you can get this 'ray gun' we might be able to reverse it's polarities" Driba called over

"Well it looks like our only option is to get that ray gun from Billy" Max said

"A rematch with Billy Big-head? I'm in!" Ben said before turning to Rook and asking "You in Rook?"

"Even though I am not entirely sure about this situation I will gladly offer any assistance that is necessary"

"That's the spirit! Let's go!", Rook yelped as Ben pulled him away by his arm

* * *

It took some time before Ben and Rook reached Billy's tower. And while Rook stared in awe at the size it just made Ben angry.

"I have never seen a structure so large" Rook commented

"Huh, kid has his own sky scraper? No wonder he was such a brat in school"

Their attention was brought to a small explosion near the top of the tower. They watched as Masuma and a screaming Billy plummeted into and destroying the golden sign below. Once the smoke had cleared Billy looked up at Masuma, who had used her body to shield his, and smiled.

"I knew you wouldn't leave me" He said before he noticed the angry Ben and Rook walking toward them

Billy looked up at them, and their expressions told him full well how they where feeling.

"Figured out what's going on?"

"Yep" Ben replied

"Are now wanting me to fix it?"

"Yes" Rook replied

"But are nice enough guys to be willing to let my go afterwards?" Billy attempted with a nervous smile

"Nope" the two said in unison

Billy's face dropped "Didn't think so"

Billy then hopped from Masuma's leg, walking to Ben and clearing his throat

"Well then I would like to stay around and help you but" he paused for a moment to adjust his bowtie before continuing casually "I have a dentist appointment so if you'll excuse me"

Billy then attempted to walk away until

"Not so fast" Ben said as he grabbed Billy's collar, choking the boy

In return Masuma grabbed Ben by his hair and picked him up

"OW! OW! OW! OW! OW! OW! OW!" Ben cried out in pain

Masuma turned at the sound of a gun and saw Rook pointing his Proto-tool directly at her.

"Drop him" Rook ordered

Instead of complying Masuma looked to Billy

"Master Billy?"

"Okay. Okay. You let me go and she'll let you go!" Billy purposed

Without hesitation Ben dropped Billy and Masuma did the same to Ben. Ben sat up and rubbed his head, glaring at Billy.

"I'll just take a guess that the explosion translates to 'Billy screwed up and now his entire plan is backfiring'."

"I had everything _under_ **_control_**!" Billy growled

* * *

While the four traveled up the endless elevator Billy attempted to get a hold of Rook's Proto-tool. The only thing keeping him away was Rook's arm holding the boy back. But that didn't stop Billy from trying to reach for it.

"Common let me see, I bet I can figure out how it works" Billy insisted

"Even with my little knowledge I know that doing so would not be wise" Rook replied

"Common!" Billy whined

Ben looked away from that scene for a moment and his eyes caught Nemesis's tower. He could already see the top of the tall building and he knew that the elevator wasn't even close to their desired stop. And the fact the buildings were right next to each other made the height comparison all the more obvious.

"I can't believe you built your tower right next to Captain Nemesis's building" Ben said

Billy stopped trying to grab the Proto-tool and smiled arrogantly.

"Yeah, accept my building is taller than his building"

That is what finally set Ben off.

"Why does that matter! Are you too much of a spoiled brat to let someone have something better than you. Or are you just trying to prove that you're better than everyone else. Well, it didn't work and look where that got you! You end up making this huge mess that _I_ have to clean up"

"Who said you have to fix this, I can do it on my own. After all, I am a super genius"

"Based on what? You bringing giant robots here to attack me. Which, I must add, you lost control of and are now about to destroy everything. Brilliant! And I bet my life that someone else did it first. And even that pocket watch, by what Rook told me, is a wanna be Omnitrix. Honestly, have you ever had an original idea?"

"I came up with IQ-lad myself" Billy answered

Ben wasn't even the slightest impressed

"What is that your super villian name?"

"As a matter of fact it is"

"Well it's _super_ lame"

"Like you could come up with something better" Billy challenged

"I can come with names for my aliens faster and they all would be better than anything you could come up with"

"That doesn't mean anything"

Ben face-palmed, sliding his hand down his face to emphasize how annoyed he was.

"Look you think your an evil guineas right? Then go for something like...maybe...Brain Power!"

"Oooo! That is a good one!" Billy said before making a triumphant pose with his pocket watch high in the air

"The super guineas villain...Brain Power!"

"Hey I never said you could use it!" Ben reminded

Billy glared back at Ben, who was doing the same to him.

"They why did you mention it?" Billy asked

"To prove that you are not as smart as you think you are! You're just a spoiled brat with fancy toys! A petty, jealous, copycat!"

At that point Rook decided to intervene.

"Can you settle this after we stop an pan dimensional invasion?" he asked as he pushed the boys apart

* * *

Once they reached the desired floor they cautiously looked around to make sure no robots were near. When they were sure it was safe Ben looked to Billy.

"Okay, I'll stop the robots, you get the ray gun"

"No. _I'll_ stop the robots with you as assistance, then I'll give you the ray gun" Billy corrected

Ben glared at Billy, but they had to keep moving. They got to the main room on one of the high walking beams. There they found a safe spot behind some metal boxes to temporarily hide.

As Rook and Masuma stood guard Ben activated his Omnitrix

"Please give me someone I know, please give me someone I know" Ben pleaded as he randomly selected an alien and and slapped the watch

The others were blinded by a green light and when it cleared a building blocks gorilla stood before them. Ben looked himself over, sort of disappointed.

"What kind of alien is this?! I look like a four year olds Lego set"

"Oh! Well that's useful" Billy said sarcastically

Ben shot Billy another glare "Useful as another way to kick butt"

"Quiet" Masuma whispered "They might hear you"

The second she said that they were all blasted and knocked from the beams in a cloud of smoke. To which the robots were ready for as they readied their fire for whatever came out of the smoke.

One unfortunate robot got just that as Ben launched himself at it before it got a chance to fire. Ben easily ripped off it's head and jumped off leaving the robot to fall. The second he landed he had to dodge another robot's attack. Which he later ripped it's head off as well.

While that was happening a badly damaged Masuma, who was trapped under some debris, looked over to Billy who was cowering behind more debris. All the while Rook was attempting, and failing, to free her.

"What are you doing?" she asked, getting Billy's attention

"Um, I'm thinking" Billy replied, partly lying

"While Ben Tennyson steals the spotlight...as usual" she said, sounding very disappointed

That struck a nerve with Billy "Not this time!" he declared as he sprang to action

Masuma smiled as she watched him go before she shut down.

Back with Ben he found himself trapped between two robots. The one in front of him fired and Ben rolled into a ball to dodge. Moving backwards he tripped the robot behind him and used it as a shield from the fire. Through the smoke caused by the explosion Billy snuck around to a wall panel. Pressing a button the wall opened up to reveal the ray gun from earlier. Holding up the weapon he looked smugly at Ben who was pinned against a wall.

"Hey Tennyson! Lookie what I got"

"Billy look out!" Ben shouted

Billy turned and gasped at the robot ready to strike him. But before it could deal harm Rook's bi'nthak grabbed and pulled him out of harms way as Rook ran. But they weren't out of trouble yet as the robot started to pursue them.

"Please be careful with that device" Rook advised

Billy just turned back to the robot. His eyes went wide as the robot took another attempt at an attack. Seeing them in trouble Ben detached his legs and climbed up the robot. He gave a hard punch to it's face before forming new legs and moving onto the next one. That next one being the one attacking Billy and Rook. The robot fired, sending the two into the air only to meet a harsh impact to the ground. Just when the Robot was about to fire again Ben rolled into it and knocked it into the ground

"You're going nowhere fast, dish-heads"

Billy was the first to get back up. The first thing he did being looking for the ray gun which he had dropped.

"Again? I have got to put a better grip on that thing" he said annoyed when he found it several feet away

His eyes then turned to the Proto-tool which had landed near it.

"Cool!" Billy said as he went for the Proto-tool

"No Billy! Grab the ray gun!" Ben shouted before his attention was turned to the portal where more robots emerged

But Billy ignored him as he tried to figure out the Proto-tool. Annoyed himself Rook walked over to Billy and tried to take it back

"I told you that you should not handle it"

Billy, in return, pushed Rook away and threw the Proto-tool against the ground. It bounced several feet and when it stopped it fired a orange beam. Rook and Billy followed the beam as it knocked down several of the robots before hitting a light on the portal. The glowing green light dimmed and the red one beeped as it started to glow. That action caused the portal to start reversing and sucking everything in the room.

Billy and Rook hug on to the floor but eventually Billy lost his grip and started to be sucked in as well. But extended his arm to grab him but he himself was having trouble keeping them both from being sucked in. Thinking quickly Rook looked around and spotted a button labeled 'Emergency Shut Down'. With strong determination he started to head for the button.

Meanwhile it looked like Billy was done for when Ben's hand broke off, leaving him about to sucked in once more. Lucky enough Rook reached the button and pressed it. It extended up to reveal a lever which he wasted no time in pulling. The machine closed itself, shutting off the portal, and trapping Billy high by his shirt.

"Thank goodness that's over" Ben sighed before the Omnitrix timed out.

Ben looked up at the approaching Rook and they shared a smile.

"Great job, you make a great partner" Ben said

"As do you" Rook replied as he held up the gun

"Awesome! Up top!", Ben held his hand for a high five. But what he got in return was a confused Rook starring at his hand

Ben chuckled "It's a high five dude, you just hit my hand"

Rook gave a silent 'oh' before he returned the high five. They laughed but that was cut short when they heard Billy cheering for himself

"I did it. I did it! I overloaded the portal generator! I saved the Earth!" he boasted

"First off it was you who doomed the Earth in the first place. Second it was Rook who turned off the machine" Ben stated, only to once again be ignored by Billy

" _I saved the world. Ha! Ha! Me! Billy Billions. I mean IQ-lad. I mean_ -" Billy sang before Ben cut him off

"And third I already saved the world. Probably many more times since I'm actually 16"

Billy glared a him "I did it this time! Not you Ben Tennyson! Me! Me! Me!"

At that moment Billy's shirt ripped and he fell to the ground hard, causing Rook and Ben to wince.

"That's gonna hurt when he wakes up" Ben commented

Ben then turned to Rook who handed him the De-ager ray.

"Finally! You ready to go back to our normal ages?"

Rook nodded "Yes would be nice to once again have clothes that are my size" he joked, puling at the waist of the oversized uniform

Ben laughed before grabbing the unconscious Billy and heading out with Rook

"You know Rook, I have a feeling that you and me make a great team"

* * *

Later on at Plumber's headquarters Max, and a back to normal Rook and Ben, were having a small chat about the events while they took the De-ager ray to be locked up. A small chat that was mostly between Rook and Max as Ben wasn't very engaged as he scrolled through his phone.

"So you two don't remember _anything_ that happened?" Max asked

"Nope" Ben replied simply "All I remember is Willy zapping us and then we're at HQ"

"The same goes for me as well. Which begs the question Magister. What did we miss?" Rook asked

Max chucked and scratched his head "Well it's a very funny story. You see-"

"Hold on Grandpa" Ben interrupted, stopping his partner "Rook check this out"

Rook looked onto Ben's phone to see a girls blog with a picture of a young Ben and Rook looking confused into the camera. That immediately caused Rook to raise an eyebrow.

"How is it that those two appear to be younger versions of ourselves when we had never met when we were that age?"

Max walked back and too a look for himself, smiling when he got a good look.

"Well there's your answer on what happened. Billy's ray turned you into little kids"

The shocked duo looked from Max to the phone. And soon enough Ben started laughing.

"Rook you had a tail?"

Rook smiled "It is called a bi'nthak, and it normally falls off at puberty"

"Oh wow, one of these days I have got to learn more about your species"

Max smiled, rolled his eyes, and continued to walk with them as they discussed this now past adventure.


End file.
